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In all the hubbub surrounding the 1998 release of Michael Bay's Pearl Harbor there was little discussion of Darryl Zanuck and Elmo Williams' 1970 docudrama version of the Day of Infamy, Tora! Tora! Tora! It remains the most satisfying movie about this historical spectacle, just as Roy Ward Baker's A Night to Remember is still the go-to show for an honest account of the sinking of the Titanic, despite James Cameron's blockbuster 1997 version.

Although its thrills were state-of-the-art, the road show film was not at all a success, unlike Fox's other big war picture from the same year, Patton. The reasons for this have been debated at length. Seen now, Tora! Tora! Tora! plays as an exciting, suspenseful and unusually conscientious examination of the terrible misjudgments that left the Pacific fleet wide open to annihilation by the Japanese Navy.

Synopsis: As diplomatic efforts to deal with Japan break down, Navy and Army intelligence officers Alvin Kramer (Wesley Addy) and Rufus Bratton (E.G. Marshall) race against time to get complacent officials to recognize signs of an imminent attack in the Pacific. Washington expects trouble but presumes that the Japanese cannot launch an attack on Pearl Harbor, the home of the Pacific Fleet. Top commanders in Hawaii Admiral Kimmel (Martin Balsam) and General Short (Jason Robards) are kept out of the loop of classified information and make decisions that add to the general lack of preparedness. They are completely unaware that an elite corps of Japanese fliers has been training for months in new shallow-water torpedo attack methods, and are part of a large Naval attack force nearing Hawaiian waters.

Darryl Zanuck and Elmo Williams had little trouble obtaining full Navy cooperation to shoot their epic, after their grandly positive The Longest Day made eight years earlier. Anyone watching Tora! Tora! Tora! will be impressed with its amazing production values. Made long before the advent of Computer Generated Images, every shot was staged just as shown, often on the real Hawaiian locations. Squadrons of real airplanes were gathered or mocked up in Plexiglas, including P-40 fighters and B-17 bombers; Navy trainers were outfitted to resemble Japanese Zeroes and torpedo bombers. In 1970 Pearl Harbor hadn't changed much since the day of the attack, so Elmo Williams' unit, including A.D. Flowers' crack physical effects team, moved onto Ford Island in the middle of the harbor and started creating their magic.

The attack was filmed with real planes and ships, full-scale mockups and excellent miniatures; many matte paintings are nearly undetectable. The shooting was long and problematic despite the military cooperation. In addition to detonating giant pyrotechnics in the middle of a high-security naval base, one just can't build a bunch of homemade aircraft and fly them over populated areas without tons of red-tape approvals. And some of the effects work definitely got out of hand, as when a gust of wind turned a fiberglass P-40 -- rigged to explode -- directly into a group of panicked stuntmen. That shot and several other risky-looking scenes made it intact to the final cut of Tora! Tora! Tora!.

Zanuck and Williams had filmed The Longest Day using a German director for the German scenes, allowing German actors to speak in their own language. Tora! Tora! Tora! does the same, although the original director Akira Kurosawa was almost immediately replaced by a pair of young go-getters, Toshio Masuda and Kinji Fukasaku. The Toei Company co-produced, building a giant mockup of an Imperial aircraft carrier on a Japanese beach.

Tora! Tora! Tora! gives the average war movie fan a lot to think about, and war history buffs a lot to argue over. The film shows little evidence of tampering for content, and the American side of the story is critical of almost everyone connected to Pearl Harbor or the defense department. Crucial information is kept in tight classified circles, giving the field commanders no clue as to what is going on. Poor Kimmel and Short are dressed for Sunday golf when the bombs start falling. In Washington, the two intelligence officers are on the case, but their solid information is held up by political waffling, inept communications and insufficient follow through. Commander Kramer complains that top Army officials are withholding vital information from the President. Pearl Harbor could have been given almost an hour's notice of the impending alert, but incompetent signal clerks put the crucial message through ordinary telegram channels. It's difficult not to see comparisons with the 9/11 attack that occurred just three months short of sixty years later: The system is a mass of uncooperative and competing spheres of secrecy, idiotic complacency and criminal negligence. Washington hasn't changed much.

The Japanese side of the attack invites more uncomfortable comparisons. The Japanese have rationalized their bald aggression as economically necessary to gain access to vital raw materials, including oil. The brutal invasion of China and South East Asia is given a semantic nosegay called the "Co-Prosperity Sphere." General Tojo actively ignores peaceful options and pushes through plans for an unprovoked attack, even when his top commander is convinced that war with America is certain suicide. The military leaders actually carrying out the mass attack think only of glory and careers. Their plan is outrageous, brilliant and unthinkable. Of course it will work.

This makes the actual attack, which claimed roughly the same number of lives as 9/11, particularly traumatic. We have an intense sympathy for the doomed sailors and fliers trying desperately to fend off the Japanese planes, but we're also impressed by the daring nerve and skill of the attackers. The Americans respond as best they can, trying to minimize the damage inflicted.

Interestingly, the Admiral in charge of the Japanese force loses his nerve, convinced that the almost perfect plan is going to backfire at any moment. With the Americans unable to resist, he illogically cancels the follow-up air strikes planned to destroy dry docks and fuel-oil supplies. Because of this the Navy was able to repair some of its ships in record time. Much more crucially, the Fleet lost almost none of its fuel supply. It would have taken months to bring fresh stocks from San Diego. The Japanese could easily have immobilized our Fleet for half a year.

Other observations regarding Tora! Tora! Tora!:

Although the film partly exonerates Commanders Kimmel and Short, it doesn't excuse their head-in-the-ground complacency. Both are unhappy peacetime commanders too quick to underestimate the enemy. Nobody realizes that the Japanese have taken Naval warfare to the next level. Kimmel dismisses the possibility of a torpedo attack at Pearl even though the British successfully used shallow-depth torpedoes against the Italians at Taranto.

The movie is very positive Admiral Halsey (James Whitmore), a later great hero who was sort-of impersonated by John Wayne in Otto Preminger's In Harm's Way.

The role of Japanese sabotage is not addressed, and neither is the fact that the Imperial Navy was getting accurate information on ship dispositions from a network of spies. Howard Hawks' jingoistic Air Force falsely implied that much of the damage of the attack was actually committed by Japanese saboteurs, a charge that helped inflame hatred of Japanese Americans during the war.

The movie gets in an anti-conservation dig by emphasizing that the crucial Oahu radar installation was held up by a bird sanctuary. General Short didn't take the radar spotters seriously anyway.

At a Saturday night dance party, older Navy wives (presumably non-actors and perhaps the wives of real Navy officers) are smart enough to show up in reasonably period hairstyles. Not so the 20-something girl at the bar -- she looks ready to dance on Shindig.

Japanese film fans can see which mature male actors had clout in Tokyo; just about the entire stock company of Kurosawa regulars are here. The actor playing Ambassador Nomura (Shogo Shimada) uses his own voice in Japanese, but is dubbed terribly by Paul Frees when he speaks in English.

This brings us to the final argument: Why wasn't Tora! Tora! Tora! a runaway success? Americans love big war movies, and this one is more spectacular than most. Some contemporary reviewers said the film was dramatically boring, that it had no leading players to root for and no drama outside of a history lesson. This complaint has some merit, as Zanuck had ensured that The Longest Day would be a hit by dragging in dozens of little dramas with its supporting characters. Those are now the weakest part of that movie. The docu-drama narrative style has become a common format for any story, and Tora! Tora! Tora! now plays better than the D-Day picture.

Tora! Tora! Tora! has no coherent "look" of its own, settling for drab semi-realism. The lighting is all high key and flat-lit, and Richard Fleischer's blocking of dialogue scenes looks studio-bound. We aren't offered anything in the way of stylization, or given any textural clues to make us feel we're anywhere but on a movie set. This is not to say that Tora! Tora! Tora! should have been in grainy, handheld B&W like Battle of Algiers, but the fact is that its dull look doesn't contribute to its documentary-styled screenplay.

But those arguments are not really what kept audiences away. 1970 was the year that America avoided "square" Hollywood product and instead played their LPs of Woodstock. Kids disenchanted with the Vietnam War and Nixon were far more likely to see M*A*S*H a second time than watch yet another movie about how Dad won the last war. So scratch the youth market.

Tora! Tora! Tora! is a downer. Older folks and veterans were also upset about Vietnam and the national image, and had no interest in seeing a movie where America is so soundly beaten. Even The Alamo offers its own version of Holy Glory after its finale of doom; Tora! Tora! Tora! ends in almost total defeat. No wonder the makers of Pearl Harbor distorted the facts by grafting on the Doolittle Tokyo raid as a fourth-act closer. Even in 1970, we generally wanted our entertainments to be uplifting. I'm sure that when attendance dropped off, many exhibitors re-booked The Sound of Music to fill in.

Finally, we can't forget that in 1970 there was still a great deal of resentment against Japan. Japanese cars and electronics were just beginning to be accepted in American markets. There was little tolerance in some quarters for anything portraying the Imperial military as anything but barbaric, and any interest in seeing the conflict from the Japanese side was eclipsed by feelings of discomfort. On a psychological level, seeing Asians cheering "Banzai" as they defeat Americans didn't feel right, especially if one had a loved one fighting in Vietnam. Timing is everything but it's possible that there would never have been an optimal time for Tora! Tora! Tora! in America. On the other hand, it's obvious why the movie was a breakout success in Japan. It even ends with a respectful shot of the Imperial Naval commander Yamamoto.

Fox's DVD of Tora! Tora! Tora! is a two-disc upgrade of their already popular 2002 release. Disc one of the set is that same pressing, a THX-certified enhanced widescreen transfer of solid quality. The contents are the same. A 20-minute academic docu called Day of Infamy uses maps and photos to sketch the basic context of the Pearl Harbor attack. The original trailer is also included.

Writer and Japanese cinema historian Stuart Galbraith IV interviews the late director Richard Fleischer on a commentary track, asking good questions and eliciting uncommonly detailed answers on what may be the director's most expensive film.

Disc Two contains the AMC Backstory show on the filming of the movie, more trailers and a behind-the-scenes still gallery. But its best extras are ten Fox Movietone newsreel clips from WW2 and after. We're shown the first scenes of Hawaii post-attack that concentrate on civilian areas for security purposes. Later on, the War Department authorized the full breadth of actual attack footage for another newsreel. The famous shot of the Arizona exploding is more intact here than anywhere; It looks as if the cameraman took his finger off the trigger just for a second and caught all but the first frame or two of the main blast. It's too bad that these newsreels aren't given a commentary to offer further context.